Responsibility for Tax Filings Sample Clauses

Responsibility for Tax Filings. The Company acknowledges that it is responsible for arranging the timely filing of all tax returns (including the discharge of all associated tax payment and tax withholding obligations) in all relevant jurisdictions for itself and its subsidiaries. In the case of the United States, this shall include filing of all federal, state and local tax returns. The costs of preparing and filing tax returns for the Company and all entities controlled directly or indirectly by the Company shall be borne by the Company and those entities.
Sample 1
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Responsibility for Tax Filings. The responsibility for: (i) any local, state, federal, and other tax filings, including, without limitation, the accuracy and completeness thereof and any and all liabilities, costs, penalties, fines and charges associated therewith; and (ii) any and all taxes due and owing to any government or taxing authority shall be governed by the Tax Sharing Agreement entered into between Purchaser and Provider on August 31, 2006. Purchaser hereby irrevocably waives any claim against Provider arising out of this Agreement based on or related to any tax filing made by Purchaser and the payment or non-payment by Purchaser of any taxes. Attachment 4-1 Cost of Tax Services Costs will be billed at a rate of $120/hour, regardless of the level of the Provider personnel providing the Services. Travel and other expenses will be billed on a pass-through basis. Attachment 4-2 Hardware, Software and Other Assets HARDWARE GDX (Global Data Exchange) servers ETS servers Citrix servers Web servers File servers SOFTWARE GDX, ETS, ETS Calendar, BNA, CCH, RIA, etc. Provider’s employees shall be allowed to access the software with full administrative and user privileges as agreed upon by the Parties.
Sample 1
Responsibility for Tax Filings. (a) Parent shall prepare or cause to be prepared all Tax Returns of each member of the Company Group for all taxable periods ending on or before the Closing Date (the “Parent Tax Returns”). All such Parent Tax Returns shall be prepared consistent with the past practice of each member of the Company Group, except as otherwise required by applicable Law. At least thirty (30) days prior to the date on which each such Parent Tax Return is filed, Parent shall submit such Parent Tax Return to Buyer, and Buyer shall have the right to review and comment on such Parent Tax Return, and the filing of such Parent Tax Return shall require Buyer’s consent (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall cause each member of the Company Group to timely file all Parent Tax Returns prepared pursuant to this Article IX. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of each member of the Company Group for all Straddle Periods (the “Buyer Tax Returns”). All such Buyer Tax Returns shall be prepared consistent with the past practice of each member of the Company Group, except as otherwise required by applicable Law. At least thirty (30) days prior to the date on which each such Buyer Tax Return is filed, Buyer shall submit such Buyer Tax Return to Parent, and Parent shall have the right to review and comment on such Buyer Tax Return, and the filing of such Buyer Tax Return shall require Parent’s consent (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall cause each member of the Company Group to timely file all Buyer Tax Returns prepared pursuant to this Article IX. For the avoidance of doubt, (a) the deductions or inclusion in taxable income attributable to Transaction Expenses, payment of Indebtedness of Parent or any member of the Company Group, and the amount of any other fee or expense payable by Parent or any member of the Company Group arising from, incurred in connection with, or incident to, this Agreement and the Transactions contemplated hereby, shall be allocated to a Pre-Closing Tax Period or a Pre-Closing Straddle Period and (b) any such deductions or inclusion in taxable income included in clause (a) above attributable to the Company Group shall be reported in a Pre-Closing Tax Period or a Pre-Closing Straddle Period, unless otherwise required by applicable Law.
Sample 1

Related to Responsibility for Tax Filings

  • Responsibility for Taxes Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:

  • Responsibility for Filing Tax Returns Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.

  • No Responsibility for Title, etc So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

  • Responsibility for documentation Neither the Agent nor the Arranger:

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

  • Responsibility for Recitals, Etc The recitals herein and in the Notes (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof.

  • No Responsibility for Certain Matters No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by such Agent to Lenders or by or on behalf of Company to such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

  • Tax Filings To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

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